AUTOtechnik Systems Limited

Terms and Conditions of Sale

1.          Interpretation

1.1.       In these terms and conditions:

‘Buyer’ means the party who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller. 

‘Contract Terms’ means those terms and conditions set out herein.

‘Goods’ means those goods and products for which either the Buyer accepts a quotation of the Seller, or the Seller accepts an order from the Buyer.

‘Price’ shall be the Seller’s price for the Goods in the respective quotation, or as at any material time otherwise specified in any way by the Seller.

‘Products’ means the products produced if any of the Goods are used as material for other goods in a manufacturing process or otherwise altered in any way before payment in full.  

‘Seller’ means Autotechnik Systems Limited of 9 Merse Road, North Moons Moat, Redditch Worcestershire  B98 9HL.

 

 

2.          Basis of Sale

2.1.       The Seller shall sell and the Buyer shall purchase the Goods referred to in any respective written quotation of the Seller which is accepted by the Buyer, under the provisions of the “Contract Terms”, including the provisions of clause 3 below. 

2.2.       All transactions between the Buyer and Seller will be on the Contract Terms to the exclusion of any other terms and conditions whether or not the same are endorsed upon delivery with or referred to in any purchase order or order document delivered by the Buyer.  Any reference below to any document will not be deemed to imply that terms or conditions endorsed upon delivered with or referred to in such document will have effect to exclude or amend the Contract Terms.

2.3.       No variation to these Conditions shall be binding unless agreed in writing between the authorised representative(s) of the Buyer and the Director(s) of the Seller.

2.4.       The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.

 

3.          Quotations

3.1.       Any quotation made by the Seller on a fixed price basis will only be capable of acceptance by the Buyer within 30 days of the date of quotation, unless agreed otherwise in writing.  A quotation may be withdrawn by the Seller at any time.  No contract will come into existence until the Seller dispatches an order acknowledgement to the Buyer.

 

4.          Illustrations Descriptive Matter and Dimensions

4.1.       The Buyer may not rely on any illustrations descriptive matter and dimensions contained in any of the Seller’s brochures or catalogues as statements or representations of fact and the Seller will not accept any responsibility or liability for any inaccuracy contained therein.  The Buyer’s attention is drawn to the fact that all conduit is measured lightly tensioned.  Where orders for Goods refer to quantities of 100 or more the Buyer shall allow for a 5% variance in quantity.

 

5.          Price

5.1        The Buyer will pay to the Seller the Price for the Goods.  The Buyer shall be liable to pay any applicable VAT in addition to the Price.

5.2        The Seller reserves the right to vary prices and discounts at any time before a contract is formed. 

5.3        After a contract has been formed, the Price for the Goods may be varied by the Seller in accordance with market conditions at the date of actual supply and the Buyer shall pay the Price as so varied including any addition or increase.

5.4        Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost of labour and/or materials and/or transport. 

5.5        Price(s) (including delivery charges) and discount(s) quoted by the Seller are applicable to the quantities and delivery amounts specified and if these quantities and/or delivery  amounts are altered the Seller shall be entitled to adjust the Price(s) and discount(s) to those applicable to the altered quantities and/or delivery amounts.

 

6.          Minimum Charge

6.1        A minimum charge will be made of £30 net value per invoice.

 

7.          Payment

7.1        Payment will be made by the 26^th day of the month next following the month in which each invoice is dispatched by the Seller to the Buyer.  All payments are strictly without discount (other than as aforesaid) and are to be made on or the before due date as a condition precedent to future deliveries.  The Buyer will have no right of set off, counterclaim, deduction or withholding for any reason.

7.2        For the avoidance of doubt payment shall not be deemed to have been made until payment in cash or cleared funds has been received by the Seller.

7.3        The Seller reserves the right to charge interest on all late payments at a rate of 2% per month calculated on a daily basis, subject to a minimum charge of £10, until payment is received.  The Seller understands and will exercise its statutory right to claim commercial debt recovery costs under the late payment legislation (Late Payment of Commercial Debts (Interest) Act 1998) in addition to interest as above if it is not paid according to the agreed credit terms.

7.4        For the avoidance of doubt and with reference to section 49 Sale of Goods Act 1979, the Seller is permitted under the Contract Terms to claim for and sue for payment of the Goods before property in the Goods has passed to the Buyer pursuant to clause 15 below.

 

8.          Packing

8.1        Goods will be packed in suitable containers for which no charge will be made.  However, where (at the request of the Buyer)  special packing cases are used a charge deemed reasonable in the opinion of the Seller will be made.

 

9.          Delivery

9.1        The Buyer will accept delivery of the Goods.

9.2        The Seller will endeavour to deliver the Goods within the time agreed or if no time is agreed within a time which the Seller deems to be reasonable.

9.3        Delayed delivery of any sort will not entitle the Buyer to cancel the order and in no circumstances will the Seller be liable for any loss or damage of any kind whether caused directly or indirectly by any delay in the delivery of the Goods. 

9.4        If for any reason the completion of the respective contract or the delivery of the Goods is in the opinion of the Seller rendered impracticable the Seller may terminate the respective contract by sending by ordinary post or by delivering to the Buyer a Notice in writing to that effect.  Thereupon the Buyer will pay to the Seller such a sum as will (together with any other sum paid previously) bear the same proportion to the Price (including any variation hereof) as the goods actually delivered bear to the Goods contracted for. 

9.5        The Seller reserves the right to make delivery of the Goods by instalments.

9.6        The Seller may agree to defer delivery of all or part of the Goods but the Seller may invoice for all the Goods as if they had all been delivered; the Seller may charge for split delivery if appropriate.

9.7        The Seller will pay the carriage (goods rates) in Great Britain within National Carriers free delivery area on consignments to the net value of (1) £250 for delivery by pallet, and (2) £150 for delivery by parcel, and respectively over for UK mainland.  The Buyer will be charged carriage on consignments below this value.  This includes split deliveries at the request of the Buyer.  Orders instructing dispatch by other means will be subject to a packing and carriage charge to cover additional costs.  No allowance will be made in respect of carriage where the Goods are collected from the Seller’s premises by the Buyer.

9.8        Unless otherwise specified on  the respective quotation the Buyer bears the risk of loss of or damage to the Goods during transport and from the time of delivery and undertakes to store protect and insure the Goods with all reasonable skill, care and competence.

 

10.        Storage

10.1      If the Buyer fails to take delivery of the Goods when they are ready for delivery the Seller may at its option store them or have them stored by third parties on such terms as the Seller may in its absolute discretion think fit.  In any event the costs of storage will then be paid by the Buyer and in so far as the Seller stores the Goods those costs will be the Seller’s storage charges current at the time of storage.  Storage costs, whether those of the Seller or a third party, will be added to and form part of the Price.

 

11.        Force Majeure

11.1      The Seller shall have the right to cancel or delay delivery of or to reduce the amount delivered if it is prevented from, hindered or delayed in delivering the Goods by normal route or means of delivery by reason of any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in our availability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources or routes of supply.

 

12.        Guarantee

12.1      If during the period of 6 months from the date of delivery any part manufactured by the Seller is found on inspection by or for the Seller to have proved defective in material or workmanship under normal use and service and when properly installed and connected, the Seller will at its discretion either repair free of charge or replace such part provided that such part is returned carriage paid to the Seller as soon as possible after discovery of the defect.  The Seller will not be liable to repair or replace any part if any identification or serial number thereon had been altered defaced or removed or if that part has been subject to any misuse unauthorised repair replacement modification or alteration.  Without limiting the generality of the foregoing for the purpose of this Clause normal use and service will not be deemed to have occurred if in the opinion of the Seller it appears that the Goods have after delivery to the Buyer been used or stored in damp or corrosive conditions.  Where the Seller is not the manufacturer of the Goods the Seller will endeavour (but gives no warranty that the same will occur) to transfer to the Buyer the benefit of any warranty or guarantee provided by the manufacturer. 

12.2      The Buyer has no right or authority to bind the Selller in any way nor to assume on behalf of the Seller any obligation whether express or implied.

 

13         Warranties and Liability

13.1      Subject as expressly provided in these Contract Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, condition or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.2      Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

 

 

14.        Limitation of Liability

14.1      The liability of the Seller in respect of any claim by the Buyer arising under the Contract Terms shall be limited to the Price or the excess (if any) of the costs to the Buyer (in the cheapest available market) of similar goods to replace those actually supplied, whichever is less.  Without prejudice to the foregoing, the Seller shall have no liability for indirect or consequential losses or damage (including loss of profit) howsoever arising.

14.2      No claim shall be considered and the Seller shall not be liable in any way for any sort of damages or defects or failures to correspond to specification of Goods unless both the Seller and the carrier of the Goods are advised of the respective complaint in writing within 7 days of the date when the respective invoice was dispatched to the Buyer. 

14.3      The Seller will not be liable in any way for any claim by the Buyer for any of shortages or late delivery or non-delivery of Goods. 

 

 

15.        Retention of Title

15.1      Title to the Goods supplied under the Contract Terms shall not pass to the Buyer until payment in full for all the Goods has been received by the Seller in accordance with the Contract Terms under contracts made at any time.

15.2      Further to and without prejudice to Clause 15.1 above title to the Goods supplied under the Contract Terms shall not pass to the Buyer until all sums due from the Buyer on any account have been paid in full.

15.3      For so long as the Buyer remains in possession of the Goods whilst title thereto remains with the Seller:-

15.3.1 the Buyer shall be bailee of the Goods of the Seller, and

15.3.2 the Buyer shall store the Goods separately from any other goods so that they are identifiable as the property of the Seller

15.3.3 the Buyer shall store protect and insure all the Goods with all reasonable skill, care and competence.

15.4      If payment of any sums due under the Contract Terms is overdue in whole or part or if the Buyer, if being a person, commits an act of bankruptcy or suffers execution to be levied upon his/her property, or, if being a corporation, suffers a receiver to be appointed of its undertaking or is placed in liquidation, then the Seller may recover or resell the Goods or any of them and may enter upon the Buyer’s premises by its employees or agents for that purpose and the Buyer hereby grants to the Seller an unrestricted licence for that purpose.

15.5      The property in the Products shall be and remain with the Seller until such title in the respective Goods themselves would otherwise have passed to the Buyer under these conditions and clauses 15.1 and 15.3 hereof shall apply to the Products as it applies to the Goods. If any other goods with which the Goods are mixed or incorporated are the property of any third party then the Product shall be treated as owned by the Seller and the owner of those goods as tenants in common in the properties (by value) in which the respective goods would have been incorporated therein until title to the Goods themselves would otherwise have passed to the Buyer under these conditions.

15.6      The Buyer shall store the Products separately from any other goods or products so that they are identifiable as the property of the Seller and shall store protect and insure all the Products with all reasonable skill, care and competence.

15.7      Until the Seller is paid in full for all the Goods supplied under the Contract Terms the relationship of the Buyer to the Seller shall be fiduciary in respect of the Products and if the Buyer resells any of the Goods or the Products it does so as agent for the Seller, although this clause does not enable the Buyer to create privity of contract between the Buyer and a third party. In that circumstance the Seller shall have the right to recover the proceeds of the sale.  A like right of the Seller shall apply where the Buyer uses the Product in any way so as to be entitled to payment from a third party.  If the Buyer does resell the Goods and any Products, then the Buyer shall hold the proceeds of sale thereof or any debt due to the Buyer representing the same (or so much thereof as is attributable to the Seller’s interest therein) upon trust for the Seller until title of the Goods would otherwise have passed to the Buyer under the Contract Terms.  Pursuant to that trust the Buyer shall not permit such proceeds of sale to be mingled with its own monies but shall pay the same into a separate trust account designated with the name of the Seller.

15.8      Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods are stored and repossess the Goods and Products.

15.9      The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

15.10    The Seller will have the right to maintain an action against the Buyer for the Price, notwithstanding that property in the Goods has not passed.

15.11    Risk in the Goods and liabilities of third parties in respect of the Goods shall pass to the Buyer on delivery.

15.12    Where the Seller is unable to determine whether any goods are the Goods to which the Contract Terms relate, the Buyer shall be deemed to have utilised and/or sold all Goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.

 

16.        Technical Advice

16.1      The Seller may at his discretion furnish technical advice to the Buyer relating to goods manufactured or supplied by the Seller or use of them, but on the basis that the same is given at the Buyer’s risk and the Seller shall not be liable for any loss or damage or claims of whatever nature arising therefrom.

 

17.        Aerospace

17.1   Goods sold by the Seller are not supplied for Aerospace or Aeronautical application.  The Seller will be pleased to advise specifically on orders notified to the Seller where the Buyer wishes to use the Seller’s products for such applications.

 

18.        General

18.1      If the Buyer cancels, extends or delays or purports to cancel or extend or delay the contract or any part of it or fails to take delivery of Goods or any of them such cancellation extension or delay or failure is deemed to cause disruption to the Seller’s business and the Buyer will be liable, without prejudice to any other right of the Seller to claim damages, to indemnify the Seller against any loss or damage or claim resulting directly or indirectly from such disruption and against any loss or damage or expense incurred by the Seller in connection with the manufacture or non-manufacture of the Seller’s goods including the cost of any material plant or tools used or intended to be used therefore and the cost of labour and other overheads. 

18.2      The Buyer undertakes to bring the Contract Terms to the notice of all persons to whom the Goods are sold offered for sale let hired or otherwise disposed, and undertakes to ensure that the contract or other arrangement between the Buyer and such other person will comply with the Contract Terms and also contain a provision in like terms mutatis mutandis to those contained in this Clause.  The Seller shall be entitled to assign sub-contract or sub-let the Contract Terms or any part thereof.  Any failure or delay on the part of the Seller to enforce any of the Contract Terms shall not be construed as waiver of any of the Seller’s rights hereunder.

18.3      The Contract Terms shall be construed and operate in accordance with English Law.  The Buyer hereby submits to the jurisdiction of the English Courts to which all disputes relating to the Contract Terms shall be submitted.  In suitable cases, the parties are obliged to consider submitting the dispute to mediation or other informal ADR process.

18.4      The Contract Terms constitute the entire agreement between the parties relating to the respective transaction between the parties and supersedes all previous relevant agreements.  The parties agree that no other prior arrangements, representations, understandings or agreements of whatsoever nature have any enforceability or relevance in relation to the subject matter of this respective transaction, and that neither party was induced into agreeing to this respective transaction by any representation made by the other party.

18.5      Nothing in the Contract Terms shall be construed as granting any rights to any third party.

18.6      Notwithstanding that any part of any provision of the Contract Terms may prove to be illegal or unenforceable, the remaining provisions of the Contract Terms shall continue in full force and power.